Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Financial Officer
CECO Environmental Corp. ("CECO" or the "Company") announced today that Matthew
Eckl, its Chief Financial Officer, will cease serving as the Company's Chief
Financial Officer, effective August 14, 2022, and will be leaving CECO effective
August 20, 2022 (the "Effective Date"). Mr. Eckl has agreed to stay through the
Effective Date in order to facilitate a smooth and orderly transition of his
responsibilities and will continue to be compensated in accordance with existing
arrangements until the Effective Date. In conjunction with his departure from
the Company, it is anticipated that the Company and Mr. Eckl will enter into a
written separation agreement and release providing for certain severance
payments and benefits to Mr. Eckl and a general release of claims in favor of
the Company, as provided under the terms of Mr. Eckl's employment agreement with
the Company.
Appointment of Chief Financial Officer
Today CECO also announced the appointment of Peter K. Johansson, 58, as the
Company's Senior Vice President, Chief Financial and Strategy Officer, effective
August 15, 2022. From April 2020 to the present, Mr. Johansson has been an
independent strategy and business development consultant and joined CECO as a
consultant in October 2021. From June 2014 through March 2020, he was EVP,
Strategy, Corporate Development & Marketing for Accudyne Industries, LLC
("Accudyne") where he was responsible for the formulation and execution of
growth, value creation, business development, product line, and M&A strategies,
and deployment of new, product-line based operating model for an
industry-leading portfolio of industrial air and gas compressors, broad pump
solutions, rotary mixers, and valves. Prior to joining Accudyne, Mr. Johansson
led the corporate, product-line, and M&A growth strategy and implementation of a
new differentiated business line operating model for IDEX Corporation. He has
also held senior business, strategic business development, commercial and
engineering leadership roles with ITT Inc., Trane Technologies PLC, WABCO
Holdings, Inc., and Honeywell International, Inc. and its predecessor
AlliedSignal Inc.
Mr. Johansson earned a Bachelor of Science degree in Mechanical Engineering from
Southern Methodist University of Dallas, Texas. He received his Master of
Science degree in Mechanical Engineering from California State University at
Fullerton, and his MBA from UCLA's Anderson Graduate School of Management.
Mr. Johansson is a member of the board of directors of Canadian-based Loop
Energy Inc, a Toronto Stock Exchange listed company.
In connection with Mr. Johansson's appointment as the Company's Senior Vice
President, Chief Financial and Strategy Officer, in addition to customary
employee benefits, Mr. Johansson will be eligible to receive the following
compensation:
• Initial base salary of $375,000 per year;
• Participation in the Company's annual incentive program with a target
opportunity equal to 60% of earned base wages (with actual payout ranging from
0-200% of target based on performance);
• Annual participation in the Company's long-term equity program at a target
value of $300,000, generally comprised of 50% target performance-based
restricted stock units (generally vesting after a three-year performance period
in the case of the 2022 grant) and 50% service-based restricted stock units
("RSUs") (generally vesting in four equal annual installments in the case of the
2022 grant);
• An initial cash bonus payment of $150,000 (subject to repayment for a
voluntary termination within 12 months);
• An initial equity award of $150,000 in RSUs that will generally vest in
substantially equal installments on the first four anniversaries of the grant
date; and
• A monthly automobile allowance of $1,000.
In terms of severance benefits, in general, Mr. Johansson will participate in
the Company's Executive Change in Control Severance Plan as a Tier I
participant. Under this program, as enhanced for his particular benefit, he will
be eligible to receive certain accrued benefits, a lump sum payment of 12 months
of his base salary, a pro-rated annual incentive payment for the year of
termination based on actual performance, and (if continuation coverage is
elected) up to one year of subsidized medical coverage if Mr. Johansson's
employment is terminated by the Company without cause or he terminates his
employment for good reason. If such termination occurs in connection with a
--------------------------------------------------------------------------------
change in control of the Company, as described in the severance plan, Mr.
Johansson will be eligible to receive the same benefits, except that his annual
incentive payment will be made in full at the "target" level for the year of
termination, he will receive up to $20,000 in executive outplacement services,
and he may request that the Company transfer to him certain life insurance
policies. A release of claims in favor of the Company will be required for Mr.
Johansson to receive certain benefits under the severance plan, and
participation requires compliance with customary restrictive covenants.
There are no family relationships between Mr. Johansson and any director or
other executive officer. Mr. Johansson has provided consulting services
regarding the Company's business strategy and since January 2022 has received a
total of $210,000 in consulting fees. Upon his appointment as Chief Financial
and Strategy Officer, the consulting arrangement was terminated. There are no
arrangements or understandings between Mr. Johansson and any other persons
pursuant to which he was selected as an officer.
Item 7.01 Regulation FD Disclosure
On August 8, 2022, the Company issued a press release announcing the departure
of Mr. Eckl and the appointment of Mr. Johansson as described herein. A copy of
the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form
8-K, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that Section, and
shall not be deemed to be incorporated by reference into any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as may be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Title
99.1 Press Release, CECO Environmental Reports Second Quarter 2022 Results
(incorporated by reference to exhibit 99.1 to the Company's current
report on Form 8-K filed with the SEC on August 8, 2022).
104
Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
CECO ENVIRONMENTAL CORP. 
